|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
|
The
disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.
At
a special meeting of stockholders held on September 28, 2020 (the “Special Meeting”), the Company’s stockholders
approved the Business Combination. The Business Combination was completed on October 1, 2020.
As
of the Closing Date and following the completion of the Business Combination, the Company had the following outstanding securities:
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●
|
approximately
153,901,829 shares of Common Stock; and
|
|
●
|
approximately
19,185,641 warrants, each exercisable for one share of Common Stock at a price of $11.50
per share (the “Warrants”).
|
FORM
10 INFORMATION
Prior
to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) with no operations, formed as a vehicle to effect a business combination with one or more
operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in
Legacy Hyliion.
Cautionary
Note Regarding Forward-Looking Statements
The
Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference.
All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report
on Form 8-K, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations,
financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking
statements. When used in this Current Report on Form 8-K, the words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “might,”
“plan,” “possible,” “potential,” “predict,” “project,” “should,”
“will,” “would” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based
on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and
are based on currently available information as to the outcome and timing of future events. The Company cautions you that these
forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many
of which are beyond the control of the Company, incident to its business.
These
forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations,
forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current
Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company’s
views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
As
a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially
different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to
differ include:
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●
|
the
Company’s ability to recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition and the ability of the Company
to grow and manage growth profitably following the Closing;
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|
●
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costs
related to the Business Combination;
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|
●
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changes
in applicable laws or regulations;
|
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●
|
the
outcome of any legal proceedings against the Company;
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●
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the
effect of the COVID-19 pandemic on the Company’s business;
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●
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the
ability for the Company to convert early trial deployments in truck fleets into meaningful
orders or additional deployments in the future;
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●
|
the
ability of the Company to complete the sales of Hyliion trucks under future purchase
orders to Agility Logistics Cargo Transport Co. under the existing binding pre-order,
which includes testing and performance requirements and termination rights and may be
difficult to enforce;
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|
●
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the
potential that certain of the Company’s collaboration partnerships are terminated
or do not materialize into definitive contractual relationships;
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●
|
the
ability of the Company to successfully engage target customers and enter into binding
purchase orders for the sale of Hyliion trucks;
|
|
●
|
the
Company’s strategy, future operations, estimated financial position, revenues and
losses, projected costs, prospects and plans;
|
|
●
|
the
ability of the Company to execute its business model, including market acceptance of
its planned products and services;
|
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●
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the
Company’s ability to scale in a cost-effective manner;
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●
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the
ability for the Company to address, over time, a meaningful portion of the total addressable
market for hybrid and fully electric trucks;
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●
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the
Company’s expectations regarding its ability to obtain and maintain intellectual
property protection and not infringe on the rights of others;
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●
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the
Company’s need for funds through commercialization and production following the
business combination and future capital requirements and sources and uses of cash;
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●
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the
possibility that the Company may be adversely affected by other economic, business, industry
or competitive factors; and
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●
|
other
risks and uncertainties set forth in the Proxy Statement in the section entitled “Risk Factors” beginning on page 29 of the Proxy Statement, which is incorporated herein
by reference.
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Business
and Properties
The
business and properties of TortoiseCorp and Legacy Hyliion prior to the Business Combination are described in the Proxy Statement
in the sections entitled “Information About TortoiseCorp” beginning on page 178 and “Information About Hyliion”
beginning on page 154 of the Proxy Statement, which are incorporated herein by reference.
Risk
Factors
The
risks associated with the Company’s business are described in the Proxy Statement in the section entitled “Risk Factors”
beginning on page 29 of the Proxy Statement, which is incorporated herein by reference.
Selected
Historical Financial Information
The
selected historical consolidated financial information and other data for the six months
ended June 30, 2020 and the years ended December 31, 2018 and 2019 for Legacy Hyliion is included in the Proxy Statement
in the section entitled “Selected Historical Financial Information of Hyliion” beginning on page 26 of the Proxy Statement,
which is incorporated herein by reference.
Unaudited
Condensed Financial Statements
The
unaudited condensed financial statements as of and for the six months ended June 30, 2020 of Legacy Hyliion have been prepared
in accordance with U.S. generally accepted accounting principles and pursuant to the regulations of the SEC and are included in
the Proxy Statement beginning on page F-40 of the Proxy Statement, which are incorporated herein by reference.
These
unaudited condensed financial statements should be read in conjunction with the historical
audited financial statements of Legacy Hyliion as of and for the year ended December 31, 2019 and the
related notes included in the Proxy Statement beginning on page F-54 of the Proxy Statement, which are incorporated herein
by reference.
Unaudited
Pro Forma Condensed Combined Financial Information
The
unaudited pro forma condensed combined balance sheet as of June 30, 2020, and the unaudited pro forma condensed combined statements
of operations for the year ended December 31, 2019 and the six months ended June 30, 2020, are included in the Proxy Statement
in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 72 of the
Proxy Statement, which is incorporated herein by reference.
Directors
and Executive Officers
Information
with respect to the Company’s directors and executive officers after the Closing is set forth in the Proxy Statement in
the sections entitled “Management After the Business Combination” beginning on page 194 and “Executive Compensation”
beginning on page 189 of the Proxy Statement, which are incorporated herein by reference.
Directors
Effective
as of the Effective Time, in connection with the Business Combination, the size of the board of directors of the Company (the
“Board”) was increased from five to seven members. Each of Andrew J. Orekar, Frank M. Semple, Sidney L.
Tassin, Vincent T. Cubbage and Stephen Pang resigned as directors of the Company
effective as of the Effective Time. Effective as of the Effective Time, Thomas Healy,
Andrew H. Card, Jr., Vincent T. Cubbage, Howard Jenkins, Edward Olkkola, Stephen Pang and Robert M. Knight, Jr. were
appointed to serve as directors on the Board.
Messrs.
Cubbage and Healy were appointed to serve as
Class I directors, with terms expiring at the Company’s 2021 annual meeting of stockholders; Messrs.
Card, Jenkins and Pang were appointed to serve as Class II directors, with terms expiring at the Company’s 2022 annual
meeting of stockholders; and Messrs. Olkkola and Knight were appointed to serve as
Class III directors, with terms expiring at the Company’s 2023 annual meeting of stockholders. Biographical information
for these individuals is set forth in the Proxy Statement in the section entitled “Management After the Business Combination”
beginning on page 194 of the Proxy Statement, which is incorporated herein by reference.
Independence
of Directors
The Board has determined that each of the
directors of the Company other than Mr. Healy qualifies as an independent director, as defined under the listing rules of the New
York Stock Exchange (the “NYSE listing rules”), and that the Board consists of a majority of “independent
directors,” as defined under the rules of the SEC and NYSE listing rules relating to director independence requirements.
Committees
of the Board of Directors
Effective
as of as of the Effective Time, the standing committees of the Board consist of an audit committee (the “Audit Committee”),
a compensation committee (the “Compensation Committee”) and a nominating and corporate governance committee
(the “Nominating and Corporate Governance Committee”). Each of the committees reports to the Board.
Effective
as of the Effective Time, the Board appointed Messrs. Card, Pang and Knight to serve
on the Audit Committee, with Mr. Knight as chair of the Audit Committee. The Board
appointed Messrs. Card, Cubbage and Jenkins to serve on the Compensation Committee,
with Mr. Jenkins as chair of the Compensation Committee. The Board appointed Messrs.
Cubbage, Jenkins and Olkkola to serve on the Nominating and Corporate Governance
Committee, with Mr. Cubbage as chair of the Nominating and Corporate Governance Committee.
Executive
Officers
Effective
as of the Effective Time, in connection with the Business Combination, the Board appointed Thomas Healy to serve as Chief Executive
Officer, Greg Van de Vere to serve as Chief Financial Officer and Patrick Sexton to serve as Chief Technology Officer. Each of
Vincent T. Cubbage, Stephen Pang, Steven
C. Schnitzer and Darrell Brock, Jr. resigned as the President and Chief Executive Officer, Chief Financial Officer, Vice
President, General Counsel and Secretary and Vice President, Business Development, respectively, effective as of the Effective
Time. Biographical information for the new executive officers are set forth in the Proxy Statement in the section entitled “Management After the Business Combination” beginning on page 194 of the Proxy Statement, which is incorporated herein by reference.
Director
Compensation
Information
with respect to the compensation of the Company’s directors is set forth in the Proxy Statement in the sections entitled
“Executive Compensation” beginning on page 189 of the Proxy Statement, which is incorporated herein by reference.
Executive
Compensation
Information with respect
to the compensation of Company’s executive officers is set forth in the Proxy Statement in the sections entitled “Executive
Compensation” beginning on page 189 of the Proxy Statement, which is incorporated herein by reference.
The
foregoing description of the compensation of the Company’s executive officers is qualified in its entirety by the full text
of the employment agreements of Messrs. Healy, Van de Vere and Sexton, copies of which are attached hereto as Exhibit 10.6, Exhibit
10.7 and Exhibit 10.8, respectively, and incorporated herein by reference.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information known to the Company regarding the beneficial ownership of the Common Stock as of the
Closing Date, after giving effect to the Closing, by:
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●
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each
person who is known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Common Stock;
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|
●
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each
current named executive officer and director of the Company; and
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●
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all
current executive officers and directors of the Company, as a group.
|
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a
security if he, she or it possesses sole or shared voting or investment power over that security, including options and Warrants
that are currently exercisable or exercisable within 60 days.
The
beneficial ownership percentages set forth in the table below are based on approximately 153,901,829
shares of Common Stock issued and outstanding as of the Closing Date and do
not take into account the issuance of any shares of Common Stock upon the exercise of Warrants to purchase up to approximately
19,185,641 shares of Common Stock that remain outstanding.
Unless
otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons and entities
named in the table have sole voting and investment power with respect to their beneficially owned Common Stock.
Name and Address of Beneficial Owner
|
|
Number of Shares
of
Common Stock
Beneficially Owned
|
|
|
Percentage of
Outstanding
Common Stock
%
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
|
Thomas Healy
|
|
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34,972,856
|
|
|
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22.7
|
%
|
Greg Van de Vere(1)
|
|
|
618,691
|
|
|
|
*
|
|
Patrick Sexton(2)
|
|
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68,306
|
|
|
|
*
|
|
Andrew H. Card, Jr.
|
|
|
—
|
|
|
|
*
|
|
Vincent T. Cubbage(3)
|
|
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37,500
|
|
|
|
*
|
|
Howard Jenkins(4)
|
|
|
16,656,790
|
|
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|
10.8
|
%
|
Edward Olkkola(5)
|
|
|
2,531,894
|
|
|
|
1.6
|
%
|
Stephen Pang(6)
|
|
|
7,500
|
|
|
|
*
|
|
Robert M. Knight, Jr.
|
|
|
—
|
|
|
|
*
|
|
Directors and Executive Officers as a Group (9 Individuals)
|
|
|
54,893,537
|
|
|
|
35.7
|
%
|
|
|
|
|
|
|
|
|
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
Axioma Ventures, LLC(5)
|
|
|
16,656,790
|
|
|
|
10.8
|
%
|
FJ Management Inc.(7)
|
|
|
8,328,499
|
|
|
|
5.4
|
%
|
TortoiseEcofin Borrower LLC(8)(9)
|
|
|
11,994,163
|
|
|
|
7.8
|
%
|
|
(1)
|
Consists
of 22,149 shares of Common Stock and 596,542 shares of Common Stock issuable upon the
exercise of options within 60 days of the Closing.
|
|
(2)
|
Consists
of 68,306 shares of Common Stock issuable upon the exercise of options within 60 days
of the Closing.
|
|
(3)
|
Consists
of 25,000 shares of Common Stock and 12,500 shares of Common Stock underlying the public
Warrants that become exercisable 30 days after the Closing.
|
|
(4)
|
Consists
of shares of Common Stock held of record by Axioma Ventures, LLC (“Axioma Ventures”).
The sole member of Axioma Ventures is Axioma Holdings, LLC (“Axioma Holdings”)
and the managers of Axioma Ventures are Alexander H. Jenkins and Kiran Lingam. The sole
manager of Axioma Holdings is Axioma Management, LLC (“Axioma Management”). Howard
M. Jenkins, Alexander H. Jenkins and Kiran Lingam are managers of Axioma Management. Each
of Axioma Holdings, Axioma Management, Howard M. Jenkins, Alexander H. Jenkins and Kiran
Lingam therefore may be deemed to share voting and dispositive power with respect to
the shares of Common Stock held of record by Axioma Ventures. The address of Axioma Ventures
and each of its control persons is 601 South Blvd, Tampa, FL 33606.
|
|
(5)
|
Consists
of (a) 821,610 shares of Common Stock and 1,543,723 shares of Common Stock issuable upon
the exercise of options within 60 days of the Closing, each owned by Mr. Olkkola and
(b) 166,560 shares of Common Stock held by Mr. Olkkola’s wife, over which she has
sole voting and investment power.
|
|
(6)
|
Consists
of 5,000 shares of Common Stock and 2,500 shares of Common Stock underlying the public
Warrants that become exercisable 30 days after the Closing.
|
|
(7)
|
The
address of the business office of the reporting person is 185 South State Street, Penthouse,
Salt Lake City, UT 84111.
|
|
(8)
|
Tortoise Sponsor LLC (“Sponsor”) is the record holder of 4,439,605 shares of Common Stock. Tortoise Borrower
is the managing member of Sponsor. Tortoise Borrower is the record holder of 6,660,183 private placement Warrants and received
894,375 shares of Common Stock transferred from Atlas Point Fund at Closing. TortoiseEcofin Parent Holdco LLC (formerly known as
“Tortoise Parent Holdco LLC”) is the sole member of Tortoise Borrower and TortoiseEcofin Investments, LLC (formerly
known as “Tortoise Investments, LLC”) is the sole member of TortoiseEcofin Parent Holdco LLC. TortoiseEcofin
Investments, LLC is controlled by a board of directors, which consists of Jeffrey Lovell, Robert M. Belke, Brad Armstrong, H. Kevin
Birzer, Gary P. Henson and Brad Hilsabeck. Accordingly, the members of the board of directors of TortoiseEcofin Investments, LLC
may be deemed to have or share beneficial ownership of the securities held directly by Sponsor and Tortoise Borrower. In addition,
Vincent T. Cubbage and Stephen Pang are members of Sponsor. Mr. Cubbage and Mr. Pang have no voting or dispositive power over such
securities and hereby disclaim beneficial ownership of such securities.
|
|
(9)
|
Consists
of 4,439,605 shares of Common Stock held directly by Sponsor, 6,660,183 shares of Common
Stock underlying the private placement Warrants that become exercisable 30 days after
the Closing and 894,375 shares of Common Stock transferred by Atlas Point Fund to Tortoise
Borrower in connection with the Closing pursuant to the terms of the Forward Purchase
Agreement.
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Certain
Relationships and Related Transactions
The
certain relationships and related party transactions of the Company are described in the Proxy Statement in the section entitled
“Certain Relationships and Related Party Transactions” beginning on page 220 of the Proxy Statement, which is incorporated
herein by reference.
Legal
Proceedings
Information
about legal proceedings is set forth in the Proxy Statement in the section “Information About Hyliion” beginning on
page 154 of the Proxy Statement, which is incorporated herein by reference.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market
Information and Holders
The
Common Stock, the Warrants and the TortoiseCorp Units were historically quoted on The New York Stock Exchange under the symbols
“SHLL,” “SHLL WS” and “SHLL.U,” respectively. At the Effective Time, the TortoiseCorp Units
automatically separated into the component securities and, as a result, no longer trade as a separate security. On October
1, 2020, the Common Stock and Warrants began trading on The New York Stock Exchange under the new trading symbols “HYLN”
and “HYLN WS,” respectively.
As of the Closing Date and following the completion of the Business
Combination, the Company had approximately 153,901,829 shares of the Common Stock issued and outstanding held of record by 99 holders,
and approximately 19,185,641 Warrants outstanding held of record by 3 holders.
Dividends
The
Company has not paid any cash dividends on the Common Stock to date. The Company may retain future earnings, if any, for future
operations, expansion and debt repayment and has no current plans to pay cash dividends for the foreseeable future. Any decision
to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things,
the Company’s results of operations, financial condition, cash requirements, contractual restrictions and other factors
that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any
existing and future outstanding indebtedness the Company or its subsidiaries incur. The Company does not anticipate declaring
any cash dividends to holders of the Common Stock in the foreseeable future.
Description
of Registrant’s Securities to be Registered
Common
Stock
A
description of the Common Stock is included in the Proxy Statement in the section entitled “Description of Securities”
beginning on page 202 of the Proxy Statement, which is incorporated herein by reference.
Warrants
A
description of the Company’s Warrants is included in the Proxy Statement in the section entitled “Description of Securities”
beginning on page 202 of the Proxy Statement, which is incorporated herein by reference.
Indemnification
of Directors and Officers
Information
about indemnification of the Company’s directors and officers is set forth in the Proxy Statement in the section entitled
“Management After the Business Combination” beginning on page 194 of the Proxy Statement, which is incorporated herein
by reference. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the section entitled “Indemnification
Agreements” is incorporated by reference into this Item 2.01.
Financial
Statements and Supplementary Data
The
information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.